Announcement.

BENEFIT SYSTEMS SA (22/2019) Announcement on convening the Annual General Meeting of Benefit Systems S.A. as at June 25, 2019 at 15:00 and draft resolutions

Legal basis: Article 56 para. 1 item 2 of the Act on Public Offering - current and periodic information
Announcement on convening the Annual General Meeting of Benefit Systems S.A.
I. Date and agenda of the General Meeting
The Management Board of Benefit Systems S.A. with its registered office in Warsaw (the "Company") pursuant to art. 395, art. 399 § 1 and 402a § 1 of the Commercial Companies Code ("CCC"), convene the Ordinary General Meeting of the Company on June 25, 2019, at 15:00 ("General Meeting"). The General Meeting will be held at the Company's headquarters in Warsaw in the office building at Plac Europejski 2, floor 11, with the following agenda:
1. Opening of the General Meeting.
2. Election of the Chairman of the General Meeting.
3. Confirmation that the General Meeting has been properly convened and is able to adopt resolutions.
4. Election of the Returning Committee.
5. Adoption of the agenda.
6. Presentation by the Supervisory Board of:
(i) a brief assessment of the Company's situation, including the assessment of the internal control system and the system of risk management significant for the Company,
(ii) the report on the activities of the Supervisory Board for 2018 and assessment of the work of the Supervisory Board in 2018.
7. Consideration and approval of the report of the Supervisory Board on the audit of the financial statements and the Management Board's report for 2018.
8. Consideration and approval of the Company's financial statements for 2018.
9. Consideration and approval of the Management Board's report on the Company's operations in 2018.
10. Consideration and approval of the report of the Supervisory Board on the audit of the consolidated financial statements and the report on the activities of the Benefit Systems Capital Group for 2018.
11. Consideration and approval of the consolidated financial statements of the Benefit Systems Capital Group for 2018.
12. Consideration and approval of the Management Board's report on the activities of the Benefit Systems Capital Group in 2018.
13. Adoption of a resolution on the allocation of profit for 2018.
14. Adoption of resolutions on granting discharge to members of the Company's Management Board.
15. Adoption of resolutions on acknowledging the fulfillment of duties by members of the Company's Supervisory Board.
16. Adoption of resolutions regarding the purchase of the Company's own shares and the creation of reserve capital for the purchase of the Company's own shares.
17. Closing of the meeting.
II. Descriptionprocedures regarding participation in the General Meeting.
A shareholder or shareholders of the Company representing at least 1/20 of its share capital may request that specific matters be placed on the agenda of the General Meeting. This request should include a justification or a draft resolution regarding the proposed item on the agenda and should be notified to the Company's Management Board in writing or in electronic form to the email address [email protected] no later than on June 4, 2019. Shareholders submitting this request to the Company's Management Board should properly document their entitlement to exercise this right, and in particular the fact of representing the appropriate amount of the Company's share capital.
The Company's Management Board is obliged to immediately, however not later than eighteen days before the scheduled date of the General Meeting, announce changes to the agenda introduced at the request of shareholders. The announcement is made in a manner appropriate for convening the General Meeting.
A shareholder or shareholders of the Company representing at least 1/20 of its share capital may, before the date of the General Meeting, submit to the Company in writing or via e-mail to the email address [email protected] draft resolutions regarding items on the agenda of the General Meeting or matters, to be put on the agenda. Shareholders making the notification should properly document their entitlement to exercise this right, and in particular the fact of representing an appropriate amount of the Company's share capital.
During the General Meeting, each shareholder may submit draft resolutions regarding items on the agenda.
Shareholders may participate in the General Meeting in person or through proxies.
The power of attorney to participate in the General Meeting and exercise voting rights should be granted in writing or in electronic form. The power of attorney granted in electronic form should be sent to the email address [email protected] no later than by 12:00 on the day of the General Meeting. A power of attorney granted in electronic form does not require a secure electronic signature verified by a valid qualified certificate. From the date of publication of this notice on the siteThe Company's website at www.benefitsystems.pl in the tab For Investor / Corporate Governance / General Meeting have been made available for download forms containing a model power of attorney in electronic form and forms for voting by proxy.
The power of attorney granted by a shareholder who is a natural person should contain the data enabling the shareholder to be identified, including: name and surname, address of residence, PESEL number (if he has one), data of the shareholder's identity document: document number, date of issue, authority which issued a document. The power of attorney granted by a shareholder who is not a natural person should contain the data listed in the above sentence regarding persons granting the power of attorney on behalf of such a shareholder.
The notification of a shareholder granting a power of attorney in electronic form should be accompanied by a scan of the document or identity documents of the shareholder or persons representing him - in the case of a shareholder who is not a natural person.
The Company reserves the right to take appropriate actions to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form, and these actions should be proportional to the purpose.
All representatives of legal persons should have an original or copy of an excerpt from the relevant register certified by a notary public (unless a scan of such an extract has been sent to the Company together with a power of attorney granted in electronic form). Shareholders and their representatives should carry an identity document.
of the Company's Articles of Association and the Regulations of the General Meeting of the Company do not provide for the possibility of participating in the meeting, speaking and voting via electronic means of communication and voting by correspondence.
Registration of shareholders will take place half an hour before the start of the General Meeting.
III. The registration date for participation in the General Meeting is June 9, 2019. Only persons who are shareholders on the day of registering participation in the General Meeting, i.e. 16 days before the date of the General Meeting, have the right to participate in the General Meeting.
In order to participate in the General Meeting, you must register accordinglyan entity keeping a securities account. Namely, at the request of the holder of the dematerialized bearer shares of the Company reported not earlier than after the announcement of the convening of the General Meeting and not later than on the first working day after the date of registration of participation in the General Meeting (i.e. on June 10, 2019), the entity maintaining the account securities issues a personal certificate confirming the right to participate in the General Meeting. At the request of the holder, the certificate should indicate part or all of the Company's shares registered on its securities account.
A person authorized to participate in the General Meeting may obtain the full text of the documentation to be presented to the General Meeting and draft resolutions in the office of the Company's Management Board in Warsaw at Plac Europejski 2, where a list of shareholders entitled to participate in the General Meeting will also be available. (for three weekdays before the General Meeting). A shareholder may request that the list of shareholders entitled to participate in the General Meeting be sent to him free of charge by e-mail, providing the address to which the list should be sent.
All information regarding the General Meeting will be available on the Company's website at https://www.benefitsystems.pl/dla-inwestora/lad-korporacyjny/walne-z Assemblyenie/
IV. Draft resolutions
Attached is the Company's Management Board presenting draft resolutions for the General Meeting together with their justification.

Source: company website, investor relations, current and periodic reports.

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Company information
Company name:Benefit Systems SA
ISIN:PLBNFTS00018
NIP:836-16-76-510
Adress: ul. Fredry 6 00-097 Warszawa
Phone:+48 22 5313000
website:www.benefitsystems.pl

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